NUMBER

              	
                UNITS
                  

              
	
                U-
                  

              	
                 

              
	
                SEE
                  REVERSE FOR

                CERTAIN
                  DEFINITIONS 

              	
                 

              


      

      


      SKYSTAR
        BIO-PHARMACEUTICAL COMPANY

      CUSIP
        

      


      UNITS

       

      CONSISTING
        OF ONE SHARE OF COMMON STOCK

       

      AND

       

      ONE
        WARRANT TO PURCHASE 1⁄4 SHARE OF COMMON STOCK

       

      THIS
        CERTIFIES THAT _____________________ is the owner of
        ____________Units.

      


      Each
        Unit
        ("Unit") consists of one (1) share of common stock, par value $0.001 per
        share (the "Common Stock"), of Skystar Bio-Pharmaceutical Company, a Nevada
        corporation (the "Company") and one (1) warrant (the "Warrants"). Each
        Warrant entitles the holder to purchase one-quarter (1⁄4) share of Common
        Stock for $_____ per share (subject to adjustment). Once the securities
        comprising the units begin separate trading, the common stock and warrants
        will
        be traded on the American Stock Exchange. The Common Stock and Warrants
        comprising the Units represented by this certificate will trade only as a
        part
        of the Units for a minimum of 30 days and up to 6 months
        following       
           , 2008 (the
“Issuance Date”), subject to earlier separation at the discretion of Jesup &
Lamont Securities Corporation.

      


      None
        of
        the Warrants included in the units offered by this prospectus will be
        exercisable unless (i) at the time a holder seeks to exercise such Warrant,
        a
        registration statement is effective with respect to the Common Stock underlying
        the Warrants and (ii) the Common Stock has been registered or qualified or
        deemed to be exempt under the securities laws of the state of residence of
        the
        holder of the Warrants. The Warrants will expire five years from the Issuance
        Date at 5:00 p.m., New York City time. The terms of the Warrants are governed
        by
        a Warrant Agreement, dated as of      
          , 2008, between the
        Company and ____________________, as Warrant Agent, and are subject to the
        terms
        and provisions contained therein, all of which terms and provisions the holder
        of this certificate consents to by acceptance hereof. Copies of the Warrant
        Agreement are on file at the office of the Warrant Agent at
        _________________________, and are available to any Warrant holder on written
        request and without cost.

      


      This
        certificate is not valid unless countersigned by the Transfer Agent and
        Registrar of the Company.

      


      Witness
        the facsimile seal of the Company and the facsimile signature of its duly
        authorized officers.

      


      
        	
                 

                 

                 

                 

                 

                By:
                  ________________________

              	
                SKYSTAR
                  BIO-PHARMACEUTICAL COMPANY

                 

                 

                CORPORATE
                  SEAL

                2008

                NEVADA

              	
                 

                 

                 

                 

                 

                By:
                  ________________________

              
	
                President

              	
                 

              	
                Secretary

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SKYSTAR
        BIO-PHARMACEUTICAL COMPANY

      


      The
        Company will furnish without charge to each unit holder who so requests,
        a
        statement of the powers, designations, preferences and relative, participating,
        optional or other special rights of each class of stock or series thereof
        of the
        Company and the qualifications limitations, or restrictions of such preferences
        and/or rights.

      


      The
        following abbreviations, when used in the inscription on the face of this
        certificate, shall be construed as though they were written out in full
        according to applicable laws or regulations:

      


      
        	
                TEN
                  COM — 

              	
                as
                  tenants in common

              
	
                TEN
                  ENT — 

              	
                as
                  tenants by the entireties

              
	
                JT
                  TEN — 

              	
                as
                  joint tenants with right of survivorship and not as tenants in
                  common

              
	
                UNIF
                  GIFT MIN ACT — 

              	
                 

              	
                Custodian

              	
                 

              	
                 

              
	
                 

              	
                (Cust)

              	
                 

              	
                (Minor)

              	
                 

              
	
                 

              	
                Under
                  Uniform Gifts to Minors Act

              	
                (State)

              


      

      


      Additional
        Abbreviations may also be used though not in the above list.

       

      For
        value received,_________________ hereby sell, assign and transfer
        unto

      


      


      _______________________________________________________________________________

      (PLEASE
        INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

      


      


      _______________________________________________________________________________

      (PLEASE
        PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
        ASSIGNEE)

      


      Units
        represented by the within Certificate, and do hereby irrevocably constitute
        and
        appoint Attorney to transfer the said Units on the books of the within named
        Company with full power of substitution in the premises.

       

       

      
        	
                Dated:
                  

              	
                _______________________

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Notice:

              	
                The
                  signature to this assignment must correspond with the name as written
                  upon
                  the face of the certificate in every particular, without alteration
                  or
                  enlargement or any change whatever.

              


      

      


      


      Signature(s)
        Guaranteed: ____________________________

      


      


      THE
        SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
        STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
        IN
        AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
        17Ad-15).